The ending of Cars 3 makes the movie, but as with all Pixar films, it was a work in progress for many years. Last week, I spoke with director Brian Fee about how the Cars 3 ending evolved over the development and production of the film.

While talking with Fee about how they resurrected Paul Newman’s character Doc Hudson for the movie using unused audio clips from the recording of the first movie, he revealed that originally Doc had an even larger role in the story that would have required them to use a sound-alike:

The sound-alike wasn’t working to the point where we just wouldn’t have done it if we had to use a sound-alike. But fortunately I think we got lucky ’cause while the story still evolved a little bit, so those little scenes with Doc changed. We have some lines with Paul Newman that we didn’t use, because the story instead of going from here to here, the story went to here [pointing to a different point in the air]. And we drew another line and there wasn’t room for those scenes anymore. They weren’t supporting the story. And then no matter how much you fall in love with something if it’s not supporting the story, then it’s distracting from the story. And then that’s so we have to cut and lose a lot of babies. You know, that scenario. But we were fortunate enough to find what we needed.

So later in the interview, I asked about how the ending evolved during the development of the movie, and here’s what told me:

“Well, we just…it’s hard to believe now ’cause we were always trying to tell a story of mentorship. We were always trying to… I can sit here and tell you I was initially inspired by this idea that McQueen would step out of the spotlight and watch his a child, so to speak, to someone that he feels like almost a parent, enjoy success. And he would see that as better than his own success, right? Even though that was the original emotion, we didn’t tell that story as well [and] I think it turned out better than we originally started. We originally had McQueen winning that race. And then his idea to mentor Cruz was a little bit of an epilogue. And it was very hollow.

As you can probably imagine, we just have to try things. And we kick ourselves. We look back and think why did we ever go down that path. But at the time, we tried every ending we could; you could possibly imagine. We had McQueen winning the race. Then we had a version where McQueen and Cruz would both be in the race. We had a version where it was more of a comeback story with a mentorship undercurrent. So McQueen was not allowed to race. We didn’t find that out until the very end. And he had to find a way to get on the track and prove everybody wrong. And we had a version where him and Cruz both were gonna race the race against each other. Didn’t work. ‘Cause who do you root for, you know?

We had a version where he let her race. He let her race from the very beginning. He just showed up and entered her instead of him. And he never took any laps on the track. That didn’t work ’cause it felt like the movie was over. It felt like emotionally the movie was over before the race even started ’cause he had already gone through that emotional threshold. And when it doesn’t matter how many loose ends there are to tie up, once the characters are emotionally done with the movie, it feels like the film’s over, right? So that didn’t work. It seems obvious. I can tell you, and you’ll probably be like well yeah, why would you try that? But we try all these things.

And so we tried McQueen and Cruz both racing. We tried McQueen just beating her. We tried her just beating him. Nothing. It was all of this was all hollow. It was all an obvious wrong, wrong, do it again, figure something else out. And it took, it basically took what we’ve got on the screen now to finally feel like: of course. Of course, that’s it. It seems obvious now, but these things are never obvious to us on any of these movies while we’re making them.”

Do you think the ending that Pixar came up with was the best one? Is there another way they could have concluded the movie to make it more satisfying? Let us know what you think in the comments.